Pasig prosecutor junks Alliance suit against minority shareholders

The Pasig City Prosecutor’s office has issued a resolution to dismiss a complaint for Revealing Secrets with Abuse of Office against Alliance Select Foods International Inc. director Hedy Yap-Chua and former board member Dr. Albert Hong Hin Kay.

The complaint was filed last year by former Alliance Select president and current chairman Jonathan Dee, who accused the representatives of Alliance’s minority shareholders of Revealing Secrets with Abuse of Office.

Dee alleged that the respondents reported losses, which were stated in the 2013 Audited Financial Statement (AFS) of the listed company, to a columnist before the AFS was released to public. Based on the document, the tuna-and-salmon canner filed a $259,854 loss for 2013.

In its resolution dated December 29, 2014 and signed by City Prosecutor Jacinto Ang, the prosecutor’s office declared that, “We do not find sufficient ground that engenders a well-founded belief that respondents conspired and confederated in committing the crime.”

It further stated that, “It does not seem to us that the contents of the AFS of the complainant fall within the ‘ambit’ of the secrets contemplated in law,” noting that the contents of an AFS are eventually made known public by the time it is filed with the Securities and Exchange Commission (SEC).

The Pasig City Prosecutor’s office considered that the Revised Penal Code stipulates that to commit the crime (Revealing Secrets) the offender must be a manager, employee, or servant.

Its resolution ruled that, “being stockholders [respondents], their standing in the organizational structure could not be considered as managers, employees, or servants since they have distinct personalities, rights, and obligations.”

Jonathan Dee is one of a number of Alliance Select executives facing a derivative suit seeking the appointment of an independent management committee and other charges of violating the Philippine Corporate Code, including the denial of shareholder access to financial books and railroading minority shareholders.